UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of Report (Date of earliest event reported): July 29, 2008
UNITIL CORPORATION
(Exact name of registrant as specified in its charter)
| New Hampshire | 1-8858 | 02-0381573 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 6 Liberty Lane West, Hampton, New Hampshire | 03842-1720 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (603) 772-0775
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On July 29, 2008, Unitil Corporation (“Unitil” or the “Company”) issued a press release announcing that it has filed an application to list its common stock, no par value (the “Common Stock”), on the New York Stock Exchange (the “NYSE”). The Company anticipates that, subject to NYSE approval of its listing application, its Common Stock will begin trading on the NYSE on August 21, 2008. Unitil Corporation will retain its current symbol “UTL.”
Also, on July 30, 2008, the Company informed the American Stock Exchange (“AMEX”) that Unitil (1) intends to transfer its listing to the NYSE, and (2) plans to request that the AMEX cease listing of the Common Stock effective at the close of the market on August 20, 2008. Until that time, the Company will continue to trade on the AMEX under the symbol “UTL”. The Company’s Board of Directors has approved the transfer to the NYSE.
The press release announcing the filing of Unitil’s application to list the Common Stock on the NYSE is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number |
Exhibit | |
| 99.1 |
Press release dated July 29, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| UNITIL CORPORATION | ||
| By: | /s/ Mark H. Collin | |
| Mark H. Collin | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
Date: July 30, 2008
Exhibit 99.1
| Contact: | Mark H. Collin | |
| Phone: 603-773-6612 | ||
| Fax: 603-773-6605 | ||
| Email: collin@unitil.com |
Unitil Corporation Plans NYSE Listing
Hampton, NH – July 29, 2008: Unitil Corporation (AMEX: UTL) (www.unitil.com) today announced that it has filed an application to list its common stock, no par value (the “Common Stock”), on the New York Stock Exchange (the “NYSE”). The Company anticipates that its Common Stock will begin trading on the NYSE on August 21, 2008. Unitil Corporation will retain its current symbol, “UTL.” Until that time, shares of Unitil Corporation Common Stock will continue to trade on the American Stock Exchange.
“Unitil’s transfer to the NYSE is an important milestone for our Company and a complement to our pending acquisition of Northern Utilities and Granite State Gas Transmission,” said Robert G. Schoenberger, Chairman and Chief Executive Officer of Unitil Corporation. “We are excited about our new relationship with the NYSE as we look forward to a continued and consistent long-term growth in both capitalization and earnings. We would also like to thank the American Stock Exchange for many years of service and support.”
“We are pleased to welcome Unitil Corporation to our family of listed companies,” said Catherine R. Kinney, Group EVP and Head of Global Listings, NYSE Euronext. “We look forward to an outstanding partnership with Unitil Corporation and to providing the company with the highest levels of brand visibility and services.”
About Unitil:
Unitil is a public utility holding company with subsidiaries providing electric distribution service in New Hampshire, electric and gas distribution service in Massachusetts and energy services throughout the northeast. Its subsidiaries include Unitil Energy Systems, Inc., Fitchburg Gas and Electric Light Company, Unitil Power Corp., Unitil Realty Corp., Unitil Service Corp. and its non-regulated business segment Unitil Resources, Inc. Usource L.L.C., which provides energy brokering services to large energy users in the Northeast, is a subsidiary of Unitil Resources, Inc.
On February 15, 2008, Unitil entered into a Stock Purchase Agreement with NiSource Inc. (“NiSource”) and Bay State Gas Company (“Bay State”), a wholly owned utility subsidiary of NiSource, to acquire all of the outstanding stock of Northern Utilities, Inc. (“Northern”), and Granite State Gas Transmission, Inc. (“Granite State”) for $160 million plus a net working capital adjustment. Northern’s principal business is the retail distribution of natural gas to approximately 53,000 customers located in 44 coastal New Hampshire and southern Maine communities. Portions of Northern’s natural gas service territory are contiguous and overlapping with Unitil’s electric distribution service territory in New Hampshire. Granite State is a natural gas transmission company, principally engaged in the business of providing natural gas transportation services to Northern for its access to natural gas pipeline supplies.
This press release contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. All statements, other than statements of historical fact, are forward-looking statements. Certain factors that could cause the actual results to differ materially from those projected in these forward-looking statements include, but are not limited to the following: variations in weather; changes in the regulatory environment; customers’ preferences on energy sources; general economic conditions; increased competition; fluctuations in supply, demand, transmission capacity and prices for energy commodities; and other uncertainties, all of which are difficult to predict, and many of which are beyond the control of Unitil Corporation.
For more information, visit Unitil at www.unitil.com or contact Mark Collin at 603-773-6612.